Abstract

Disclosure of the current method of representation of a limited liability company and liability for breach of the undertaking

The existence and participation of legal persons in the market makes it necessary to verify the persons representing them to perform actions on their behalf. Information about artificial persons — including the rules of representation and persons entitled to represent them — is available due to their disclosure in the National Court Register. However, it may happen that for whatever reason the register’s information may not correspond to the actual legal status. The provisions of the National Court Register Act provide for the possibility of such a situation, but the normative regulation does not settle all controversies in a satisfactory manner. The article tries to answer the question how the legal person can demonstrate the rightfulness of its representation when the composition of the relevant bodies does not coincide with the composition disclosed in the National Court Register. In the current legal situation, the problem is opened whether and how the legal person can demonstrate the correctness of the representation when the composition of the relevant bodies does not coincide with the composition disclosed in the National Court Register. The consequence of this problem is the issue of the assessment of liability for improper performance of the undertaking, if as a result of the said discrepancy, the obligation will be breached (e.g. as a result of the failure to conclude a preliminary contract within the prescribed period).The author tries to solve these problems and settle the controversies arising, referring to the views of his own thoughts and views of doctrine and jurisprudence. The position presented in the article is the result of an analysis of the applicable legal provisions, especially the National Court Register Act, and the jurisprudence and doctrine resulting from it.